How to close an LLC with debts: choosing the optimal method of liquidating the company

We explain in detail how you can repay a debt from a liquidating company. The instructions describe the general procedure and are not suitable for cases of liquidation of banks, insurance companies, etc., as well as bankrupt companies.

Liquidation of a legal entity is a completely legal way to terminate the activities of a company, but no one is immune from dishonest actions of founders and liquidators. They are often interested in quick and quiet liquidation - without claims from creditors and with a minimum of repaid debts. Under ideal conditions - without settlements with creditors and an on-site tax audit - it is possible to carry out the entire liquidation from the decision to exclusion from the Unified State Register of Legal Entities in about 3-4 months.

When is it better to close an LLC with debts rather than save it?

How to close an LLC with debts

A limited liability company (LLC) is a type of commercial organization established by a group of persons, each of whom has their own share in the authorized capital. The responsibilities and obligations of the founders at closing will depend on their participation in the financial activities of the organization.

The company's management is its founders. The annulment process cannot begin without holding a general meeting of founders. Documentation of the minutes of the meeting is a mandatory condition, only after which the adopted agreements come into force. The final decision to close the company is made by the liquidation commission, which is in charge of this process.

Liquidation of an LLC is considered to be the complete cessation of its activities when all business processes of the organization are stopped. However, it is impossible to transfer rights and obligations to third parties.

What is the liquidation of a legal entity with debt to the budget, lenders or other persons? For an organization, this is not only the end of its activities, but also the cessation of the existence of the company, as evidenced by the corresponding marks in the unified state register. Once the company is liquidated, all claims against the legal entity become invalid. It is for this reason that company owners often liquidate LLCs, which allows them to get out of the current unpleasant situation while avoiding negative consequences.

It is possible to terminate the existence of an organization both by order of authorized government services and by the initiative of the owners. In cases where a company cannot fulfill its financial obligations to anyone, it is advisable to initiate bankruptcy proceedings.

Depending on the size of the debt, credit history, the need to prepare additional documents and legal support of the process, the cost and timing of liquidation will be different.

The reasons for the formation of debt may be the following:

  • revision of legislation, which entailed negative consequences for the organization;
  • the counterparty has not fulfilled its obligations to the organization;
  • tough competition in the market;
  • wrong management decisions;
  • errors in financial planning;
  • errors in the management of company assets;
  • circumstances of force majeure (force majeure).

When the reasons discussed above arise, the organization may incur debt to the following persons:

  • individuals who suffered damage (moral or physical);
  • employees of the enterprise who have not been paid wages, vacation pay, benefits, as well as any other legally provided payments;
  • state organizations;
  • off-budget funds;
  • creditors;
  • founders;
  • other partners and contractors of the company.

From the moment liquidation is initiated, the legal entity is obliged to begin paying off outstanding debts to all listed persons.

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What is this procedure

When a business is opened, a businessman thinks through a strategy for its development, the basic concept of doing business. But things don’t always work out as planned. A business may lose its relevance and become unprofitable (if the price of raw materials rises, or the market is lost). And also, the founders may simply have radically different views on running a business, and then they will have conflicts, as a result of which someone will decide to leave the LLC. It is also possible that the founders simply cannot pay off all debt obligations. In all these situations, the outcome is the same - you need to find the most suitable way to liquidate the company.

Liquidation – termination of the existence of a legal entity. faces. The company loses its legal capacity after the relevant information is entered into the Unified State Register of Legal Entities.

To close an enterprise legally, you will need to first collect all documents confirming that company representatives have paid off with employees, government agencies (payment of taxes), and other creditors.

Drawing up the liquidation balance sheet of the enterprise will be the last stage. But it is not always possible to fully pay off all of your debts before closing an LLC, and then there is a need to look for alternative ways to solve the problem.

Depending on whether the debts were repaid before the start of the liquidation procedure or not, the registration mechanism will differ. It is important to take into account all the nuances of each method in order to determine the optimal one, the most cost-effective in terms of finances and time.

The debts of the LLC can be proportionally distributed among the founders or written off - everything is determined by which liquidation option will be chosen and how competently everything is drawn up.

How can you close an LLC with debts depending on the type of debt?

How to close an LLC with debts

  1. Debt to the budget
  2. Debt to the tax service and extra-budgetary funds (Pension Fund and Social Insurance Fund).

    Important. If a company has a difficult financial situation, then this is not a reason to refuse to pay mandatory contributions to the state budget and funds (Article 112 of the Tax Code of the Russian Federation). Liquidation of the organization in this case does not exempt from payment of the debt.

    Solution. If the debt is small and it is possible to pay it quickly, then this must be done as soon as possible, and then voluntarily liquidate the company.

    If the company’s debt is more than 100,000 rubles, and there is no possibility of closing it even after 3 months after the due date, then it is better to initiate bankruptcy proceedings for the company.

  3. Debt to the founder
  4. The LLC may have a debt to the founder for loans or finances that were invested in the company. In this case, upon liquidation, the owner forgives the debt.

    Solution. If voluntary liquidation is carried out, the founder notifies the LLC in writing of debt forgiveness (in accordance with Article 415 of the Civil Code of the Russian Federation). The debt is officially written off.

  5. Debt to counterparties, partners, creditors
  6. During the process of closing a company, the tax office does not check accounts payable. If your creditors go to court, the liquidation will be suspended or declared invalid .

    Important. If an enterprise has a debt to the bank, the bank will most likely file a claim in court.

    Solution. It is better to pay accounts payable before starting the liquidation procedure. In the case when you know for sure that the creditors will not go to court, you can submit documents to close the LLC with debts. After liquidation, the debt will be written off.

    In the event that an organization cannot repay a debt and has filed or plans to file a lawsuit, it is necessary to urgently file an insolvency (bankruptcy) claim.

Sending the creditor's claims to the commission

Once the liquidation of a company is completed, it is almost impossible to make financial claims. Therefore, legislation protects the rights of creditors by giving them the opportunity to express their demands. For these purposes, the liquidation commission must set a special deadline for accepting applications. Its duration should not be less than 2 months from the date of official publication of the closure. If you fail to apply within the specified time, the debt may be left unpaid.

The minimum that creditors need to do after receiving notice of the impending liquidation of the debtor is to send a list of demands to him. The application can be formed in any form indicating the grounds and calculations of the amounts to be paid. For credibility, you can also attach copies of documents.

The received financial claims are considered by a special commission or the founders. The result is confirmation of the application or its rejection, for example, due to the expiration of the statute of limitations or when illegality or fraudulent actions are revealed.

If the creditors' claims are rejected unreasonably, or the debtor deliberately and groundlessly ignores the claims received, the issue can be resolved in court. However, you should hurry to take such measures, since demanding a revision of the terms and collecting remaining debts after drawing up the liquidation balance sheet will become an almost impossible task.

creditor's claims
The creditor must present claims to the debtor in liquidation within the prescribed period

How to close an LLC with debts yourself: algorithm for voluntary liquidation of the company

How to close an LLC with debts

Voluntary winding up of a company may be considered when you have the ability to pay off your debt. The procedure itself is quite lengthy – it takes about 6 months. The advantage of this solution is that the obligations of the founders regarding the inactive LLC are completely null and void.

If there is money to pay the debt, the best option is voluntary liquidation of the company.

Let's look at the procedure:

  1. Get your documents in order. When the liquidation of the company begins, regulatory government agencies will check you with passion. Make sure all papers are in order in advance.
  2. Organize a board of founders. At such a meeting, you will have to select the composition of the liquidation commission, and document the results of the meeting in the form of minutes.
  3. Collect the package of documents required for liquidation and submit it to the tax office. The list of such papers includes: applications in forms P-15001 and 15002, completed and notarized; message about the beginning of the liquidation procedure (C-09-04) and minutes of the meeting of founders. The prepared documents must be submitted to the appropriate branch of the Federal Tax Service at the place of registration of the company. The deadline for submitting documents is 3 working days from the moment the decision on liquidation is made.
  4. Officially notify the Pension Fund of the Russian Federation and the Federal Social Insurance Fund of the Russian Federation about the termination of the organization’s existence. A written notice drawn up in free form will be sufficient. It is necessary to place a message containing a description of the procedure and deadlines for submitting claims for creditors in the State Registration Bulletin. Then it is necessary to notify each counterparty (by personal notification) that the liquidation of the organization has begun. Send the notice by registered mail with return receipt requested, then you will have written confirmation that the letter was sent and received.
  5. When the due date has passed, create a register of creditors to pay off your debts. You must have evidence that you sent notices to creditors.

  6. Expect verification. Most likely, the tax office will visit you to check the financial statements of your organization for the last 3 years. If they find serious violations, the liquidation will be suspended and the founders will be fined. For this reason, it is worthwhile to make sure in advance (before the liquidation of the LLC is started) that the accounting documents are in perfect order.
  7. Draw up a liquidation balance sheet. To do this, take an inventory and prepare an interim balance sheet on Form 15003. This document must list a complete list of creditors' claims. Then submit the following set of documents to the tax office: a notarized copy of the interim balance sheet, a receipt for payment of the state duty and confirmation of publication in the Bulletin.
  8. Based on the submitted documents, the Federal Tax Service makes an appropriate entry in the state registers. You then satisfy the creditors' financial claims, prepare a closing balance sheet on Form 16001, have it approved and notarized.

    Important! All documents on the liquidation of an organization must be bound, numbered and notarized.

  9. Obtain certificates of LLC closure. Submit to the tax office all the documents that you collected at the previous stages. The liquidation certificate will be ready in 5 days.

Where can I find out about the liquidation of a debtor?

  • State Registration Bulletin - messages about the liquidation of all companies are necessarily published here. Without such publication, the tax office simply will not register the liquidation of a legal entity. At the same link you can find messages about the reorganization.
  • Unified State Register of Legal Entities - a unified state register of legal entities - here you can view free reference information about any legal entity, its address, founders, management, registered changes to the charter and data in the Unified State Register of Legal Entities, as well as reorganization and liquidation. If the date of exclusion from the Unified State Register of Legal Entities appears next to your debtor, this is a bad sign: most likely, the company will no longer be able to file a claim. If information from the Unified State Register of Legal Entities indicates the beginning of liquidation or the submission of an interim liquidation balance sheet, you need to hurry.
  • Data on the upcoming exclusion of inactive legal entities from the Unified State Register of Legal Entities. Such notices are published by tax authorities for all inactive companies. The notice specifies the period (3 months) during which creditors of the defunct company can assert their claims.
  • Information about documents submitted to the tax office for state registration. From here you can find out when and what documents were filed by your debtor. Particular attention should be paid to the submission of forms P15001 (notification of the commencement of liquidation, preparation of an interim liquidation balance sheet) and P16001 (final application for state registration in connection with the liquidation of a legal entity, on its basis the company is excluded from the Unified State Register of Legal Entities).
  • File of arbitration cases - helps to track bankruptcy claims. If your debtor in liquidation is unable to pay his creditors, a bankruptcy petition will be filed by the liquidator. In this case, you will need to submit your claims again - to the arbitration manager and to the arbitration court.

On topic: The developer was declared bankrupt: how to get an apartment or money How to be included in the register of creditors if the debtor is bankrupt? Sample creditor's request for liquidation of an LLC

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Who has the right to close an LLC with debts through bankruptcy proceedings

How to close an LLC with debts

If you have a debt to someone, creditors can initiate bankruptcy of the organization. The creditor can begin to close the LLC with debts after the court decision in the case to collect the debt from you comes into force. The authorized body representing the interests of the funds, the customs authority, also has the right to launch this procedure if the legal entity is in arrears on mandatory payments after 30 days from the date of entry into force of the decision where the fact of non-payment is established.

To apply to the court to declare a company bankrupt, you can use the services of an authorized representative. Moreover, the legislation clearly states when an organization has the right to do this, and when it is obliged to do it.

Let's look at cases in which an entrepreneur must file an application to declare his company bankrupt in court:

  • If there is a risk that the company, having settled with one of the counterparties, will not be able to fully cover obligatory payments, wages, and also fulfill financial obligations to other creditors.
  • After the court decision to recover the property of the enterprise has entered into force, and during the execution of this decision, it is clear that the further activities of the company are impossible.
  • There are grounds (mentioned above) for declaring the insolvency of a company.
  • There are unfulfilled financial obligations (wages, other payments) to the company’s employees (current or former).

The main person during the liquidation procedure (full or simplified) is the arbitration manager. This person is trusted by the organization to handle matters on this issue. It is his professionalism (procedure of action, position taken, etc.) that influences the degree to which the co-founders are brought/not brought to vicarious liability.

An interesting point is that everyone involved in the process has the procedural right to file a petition for an examination to determine whether the bankruptcy procedure is fictitious while the insolvency case is being considered. For an organization, the best option is a simplified bankruptcy procedure.

In the event that the owners of an organization understand that their financial obligations to creditors (counterparties, employees, government bodies) are impossible to fulfill, but do not file a bankruptcy petition in court and mislead new counterparties, they bear legal liability (including criminal liability). ) for such inaction.

In order for the liquidation of an organization to take place with the least losses for you, professionals advise immediately seeking help as soon as signs of insolvency appear, and not delaying until the last minute.

If you apply to the arbitration court in a timely manner, the law will protect the interests of your organization. The court will rule that your application is accepted and the company is declared bankrupt. The accumulated debt to creditors will be written off. Bankruptcy can have unpleasant consequences for an entrepreneur only if he is found guilty of deliberate bankruptcy, as well as of causing damage to the state or business.

If, after the completion of the bankruptcy court case, the owner of the LLC was not brought to criminal liability, then he has the right to create an enterprise, to share participation and corporate rights in any existing business.

The personal property of the founders of such an organizational and legal form as an LLC is protected by law. Personal funds and personal accounts of entrepreneurs can only be used in cases where personal liability is applied in the form of fulfillment of payment obligations.

Do not forget about this risk until you receive a document confirming the liquidation of the legal entity.

Features of the bankruptcy procedure when closing an LLC with debts

How to close an LLC with debts

The method is long and difficult. To use it, an organization must meet certain criteria:

  • there are accounts payable in the amount of more than 300 thousand rubles. and it is expired;
  • there are overdue debt obligations, the maturity of which is more than 3 months;
  • there are unfulfilled financial obligations to employees (for example, regarding salaries).

Let's consider the 4 stages of the bankruptcy procedure for a company:

  1. Observation (4–7 months). During this stage, the financial condition of the organization is analyzed, a meeting of creditors is held with a list of their requirements drawn up. A temporary manager is also appointed. He draws up a plan according to which the organization will pay off the debt.
  2. Financial recovery (no more than two years). At this stage, an action plan is drawn up to restructure the debt by providing installment plans for its payment. If the debt is not repaid at this stage, then proceed to the next stage.
  3. External management (no more than 24 months). At this stage, an attempt is made to restore the solvency of the company. To achieve this, the functions of the company's management are transferred in full to the arbitration manager, who develops a new strategy for the company and implements specific measures within the framework of the chosen strategy.
  4. Bankruptcy proceedings (4–6 months). At this stage, the company's assets are sold at auction. The debt to creditors is paid using the proceeds from the sale. In the event that the proceeds do not fully cover the debt, the debt is written off from the company declared bankrupt, and the organization itself is liquidated.

If we talk about the simplified bankruptcy procedure, then first they determine the amount of debt (it should be no more than 100 thousand rubles) and analyze the financial situation of the organization. Then they draw up the liquidation balance sheet of the bankruptcy applicant company.

Reasons for debt formation

The execution of business contracts requires business representatives to have competent accounting. The moment of payment for transactions rarely coincides with the days of shipment of goods, completion of work or provision of services. After issuing a commercial invoice, the company must record the expected amount in the registers. Funds due to the company are reflected in accounts receivable.

Having unpaid bills in itself is not considered a negative thing. This is a characteristic feature of active participation in business. If the volume of obligations not fulfilled by counterparties increases, management should take action. The formation of large debts leads to a reduction in working capital and threatens financial instability.

Experts distinguish two types of “receivables”.

Current (normal)Overdue
Requirements arise as transactions are executed. Thus, when goods are shipped in batches, the buyer’s debt is formed on an accrual basis. The payment deadline occurs upon completion of the contract or on a certain day. Normal “receivables” include all secured obligations HopelessDoubtful
This takes into account monetary obligations for which the statute of limitations has expired. The group also includes requirements the impossibility of fulfillment of which has been confirmed by a court or other competent authority This category includes claims that have not been fulfilled by counterparties and do not have any security.

Thus, accounts receivable are the property rights of a business company. It occurs when funds for shipped products, services rendered or work performed have not been credited to the company’s account. The formation of debt can also result from the accrual of penalties, fines, court decisions to collect money, or the conclusion of payment agreements. The organization also has demands in the event of an overpayment in favor of the creditor.

How to close an LLC with tax debts

How to close an LLC with debts

Even with a debt to the tax authorities, the founders may decide to liquidate their own company. The debt must be repaid with the organization's finances or property.

Important! If, after conducting an inventory, it turns out that the amount received from the sale of property will not allow repaying the entire debt, a bankruptcy procedure should be carried out instead of liquidation. To do this, the liquidation commission of the LLC applies to the arbitration court with an application and initiates this procedure (clause 4 of article 63 of the Civil Code of the Russian Federation).

The liquidation commission has 10 days to file an application with the court (Part 3 of Article 9 of the Federal Law on Bankruptcy). If you know in advance that the liquidation balance sheet will show an outstanding debt, then it is most likely irrational to begin the liquidation procedure.

Important! If an organization falls under the criteria of insolvency of a legal entity (Part 1 of Article 9 of the Federal Law on Bankruptcy), then the bankruptcy application must be submitted by the director of the LLC. Let's look at this aspect in more detail below.

Note!

The tax service can independently initiate bankruptcy proceedings.

This can happen under a combination of the following circumstances:

  • there is a tax debt in the amount of more than 300,000 rubles (not taking into account penalties);
  • More than 3 months have passed since the presentation of demands for payment of taxes, and the company has still not repaid this debt;
  • a court or tax decision has entered into force, on the basis of which tax claims are presented to the company.

How to close an LLC with debts to suppliers

How to close an LLC with debts

In the case when, during the liquidation of an LLC, it becomes clear that it will not be possible to repay the debt using the existing property, the closure of the company is carried out through bankruptcy.

Important! If your company falls under the criteria of insolvency of a legal entity, then not only the tax office, but also counterparties can initiate bankruptcy proceedings.

In the event that a bankruptcy case for a company is initiated at the request of one of the counterparties, other creditors can also write a similar statement and participate in the case.

The director of an insolvent company in any case (even if the insolvency of the LLC is not established during the liquidation process) must file a bankruptcy petition himself.

However, the minimum amount of debt for which such an application can be submitted has not been determined. The presence of the following signs is sufficient:

  • the company has several debts that it cannot repay in full;
  • a foreclosure was imposed on the assets of the LLC, due to which it was forced to suspend its activities;
  • signs of insolvency have been identified. For example, an LLC does not have enough assets to pay off its debt.

In the event that an LLC exhibits all the signs listed above, and it does not declare bankruptcy within one month, the management and founders of the company can be held vicariously liable for the obligations of the LLC. If it is proven that these people are guilty of the bankruptcy of the organization, then they face subsidiary liability.

Conclusion! The procedure for closing an LLC with debts to a counterparty is similar to the procedure for closing a company with debts on taxes and fees.

Company reorganization

Often, during the reorganization process, a company is merged with another legal entity. face. This is a legal and acceptable method, but you first need to find an organization that is willing to pay off debt obligations to the Tax Inspectorate and other creditors. This company becomes a successor, taking on the rights and obligations of the liquidated LLC (responsible for debt obligations and gaining the right to dispose of assets and finances).

If the successor does not want to pay off the debts of the liquidated LLC, then subsidiary liability may arise.

Before starting the reorganization, it is necessary to notify all creditors of the upcoming procedure. If they fear for their funds, they can initiate a suspension of the process.

In practice, many consider this method to be the most difficult in terms of design and costly.

What is automatic closure of an LLC with debts?

How to close an LLC with debts

In the event that an organization does not carry out its activities, the liquidation of the company can be carried out by the tax inspectorate unilaterally.

Important . The tax office has the right to close an LLC that does not carry out its activities, but is not obliged to do so. At the same time, the Federal Tax Service may close it only a few years after declaring such a company inactive, or may not close it at all.

An LLC that does not carry out its activities (is inactive) has the following characteristics:

  • reporting is not submitted during the year;
  • there is no movement on the current account (there are no debits or credits) during the year.

Cases in which an LLC can be forcibly liquidated:

  • reporting and declarations are submitted untimely;
  • the official location is different from the actual location;
  • when opening a company, there were unavoidable gross violations of the law;
  • carrying out licensed activities without a license (or permit);
  • cases not specified above provided for by the Civil Code of the Russian Federation.

The procedure for compulsory liquidation of a legal entity is the same as for the voluntary closure of an LLC:

  • A liquidation commission is created. In case of forced closure of a company, a liquidation commission is appointed by the initiator of the procedure.
  • Carry out settlements with creditors. At this stage, all issues are dealt with by the liquidator, who has access to the accounts, seals and stamps of the enterprise.
  • A liquidation balance sheet is drawn up. Based on this balance sheet, the value of the company's assets is determined.

The consequences of forced liquidation may be as follows:

  • Fines. Subsidiary liability arises. For all the time when reporting was not submitted, the owners must pay a fine. It is important to know that this debt is not canceled upon liquidation (clause 3.1 of Article 3 of Federal Law No. 14 “On Limited Liability Companies”, entered into force on June 28, 2017).
  • Disqualification. If a company is forced to be liquidated by order of the Federal Tax Service, the owners not only cannot create a new organization for 3 years, but also do not have the right to be co-founders and manage other businesses (Article 23 of Federal Law No. 129 “On State Registration of Legal Entities and Individual Entrepreneurs” ).

If the liquidation of an LLC is carried out voluntarily, the above measures do not apply to the founders.

What happens to enforcement proceedings during liquidation?

According to the Federal Law on enforcement proceedings, the beginning of the liquidation procedure is the reason for the end of enforcement proceedings. Within 3 days from the date of completion of the proceedings, the bailiffs send the writ of execution to the liquidation commission, which must subsequently deal with the repayment of such debt.

For creditors, this is, of course, very inconvenient. Firstly, the end of enforcement proceedings means the cancellation of all enforcement measures imposed by bailiffs (prohibitions of registration actions, seizure of property and accounts, etc.). Secondly, interacting with a liquidator is usually much more difficult than with bailiffs. All actions of bailiffs are regulated in detail by the Federal Law on Enforcement Proceedings; in case of any violations, you can complain about the bailiff to its management or to the court. Liquidators often simply remain silent in response to letters from collectors and are in no hurry to fulfill their direct duties.

During liquidation, bailiffs continue to conduct the following enforcement proceedings: - on recognition of ownership rights; - on reclaiming property from someone else’s illegal possession; — on the application of the consequences of invalidity of transactions; — on collection of debt on current payments.

However, bailiffs can still help you with a liquidated debtor:

  • you can contact the bailiff with an application to verify the correct execution of the writs of execution that were sent to the liquidator. This right is given to the claimant under clause 6 of Article 96 of the Federal Law on enforcement proceedings;
  • you can also contact the senior bailiff (head of the bailiffs department) with an application to cancel the decision to end enforcement proceedings with reference to clause 9 of Article 47 of the Federal Law on enforcement proceedings. The application must justify why it is necessary to re-apply enforcement measures to the liquidated debtor or re-take some enforcement actions.

When the liquidated company is excluded from the Unified State Register of Legal Entities, the initiated enforcement proceedings are terminated by bailiffs on the basis of paragraph 7) paragraph 2 of Article 43 of the Federal Law on enforcement proceedings. Termination of proceedings means that you will no longer be able to re-submit your writ of execution for execution, and all arrests and restrictions established by the bailiffs will be cancelled. Now it’s final.

What other ways can you close an LLC with debts?

  1. Closing through LLC reorganization
  2. How to close an LLC with debts

    Reorganization is a merger, sale, accession to another enterprise, that is, any transformation of the company. To carry out the reorganization, it is necessary to find a suitable legal entity. Liquidating a problematic enterprise in this way may be the simplest and fastest of the proposed options (if the result is positive). It is worth considering that when a company is closed through reorganization, the founders continue to participate in the activities of the organization; they may be subject to fines and held vicariously liable.

    If a reorganization is carried out, the owners of the LLC are obliged to inform all interested parties, including creditors, about this. Lenders can protect their interests and insist on suspending the reorganization until the full amount of the debt is paid.

    Important! The tax debt also passes to the legal successor of the LLC (Article 50 of the Tax Code of the Russian Federation). As for fines for non-payment of taxes, only fines imposed by the Federal Tax Service before the completion of the reorganization are transferred to the successor. For example, Resolution 9 of the AAS dated December 1, 2015 No. 09AP-48866/2015 refused to collect a fine from the successor, since this fine was assessed after the completion of the reorganization procedure, while the guilt of the successor was not established, and there were no grounds for holding him accountable.

  3. Closing an LLC by merger
  4. How to close an LLC with debts

    A merger of several companies involves the liquidation and cessation of activities of all companies participating in this procedure. The newly created company acts as the legal successor.

    In this case, a new legal entity is responsible to the creditors, to which all the assets and financial obligations of the closed organization will be transferred.

  5. Closing an LLC through sale
  6. How to close an LLC with debts

    An LLC with debts can be sold to a third party. This method may be the fastest solution to the founders' problem. The new owner assumes all obligations of the debtor to creditors for a negotiated fee.

    You can sell an LLC quite quickly: with proper organization, the sale period is up to 20 days. In this case, the former founders can be completely released from liability.

    Important!

    The LLC will not be closed either when a stake in it is sold, or in the event of a change in management, since in this case the company remains in the Unified State Register of Legal Entities.

  7. Alternative methods of closing an LLC
  8. One of the alternative methods is to change the legal address of the company. You can also change the name of the LLC and the composition of the founders. To do this, it is necessary to organize a meeting of the founders, at which a decision will be made collectively. Then you need to make changes to the statutory documents, pay the state fee and submit an application to the regulatory authorities.

    At first glance, alternative methods are quite attractive, but the legality of such actions may raise doubts. In this case, entrepreneurs risk being prosecuted.

To summarize, we can say that if financial difficulties arise, do not look for easy ways, act correctly and comply with legal requirements. Then, having liquidated one company, you will not have any unpleasant consequences, and you can easily create a new business.

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