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If the LLC has one founder, then he must carry out the closure procedure according to the instructions current laws maybe in voluntarily in the absence of offenses mentioned in the Federal Law and the Civil Code on general scheme liquidation.

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One-man command: the reality of the situation

A widespread situation in domestic business for all types of entrepreneurial activity is that the sole founder automatically becomes the director of the LLC. He manages the economic activities of the company, performing the functions of administrator and executor.

Despite the typicality of the situation, this case in the current legislation has not been developed to perfection, although all types of powers of sole command are regulated by Chapter 4 of the Federal Law, in particular Article 40.

Instructions from various government departments regarding the situation are contradictory, they have different approaches, which lead to various consequences for the calculation and payment of taxes.

Difficulties also arise in the preparation of documentation, since one person acts as the founder and director of the company. He has to simultaneously put two signatures on one document, which leads to duality.

This character cannot:

give yourself instructions and demand their fulfillment;
acquaint himself, against receipt, with the decision he has made;
write yourself a statement with requests of a different nature.

But, at the same time, sole command entrepreneurial activity opens up great opportunities for him to make certain decisions regarding work.

He has the right to do:

transactions without having a power of attorney on behalf of your company;
represent your interests in all instances;
issue a power of attorney on behalf of the company to another person for representation, including a power of attorney with the right of substitution;
issue orders according to which employees are appointed to positions, transferred and dismissed;
makes decisions on rewarding employees;
has the right to impose disciplinary sanctions;
exercises all types of powers that are not noted by the Federal Law or the company's charter as having the competence of the general meeting, board of directors, or collegial executive body.

Charter of the company, internal documents, contracts with sole command must contain the procedure for implementing economic activity and making decisions on it. In accordance with current regulations The sole manager bears administrative and criminal liability for the activities of the LLC.

Even if the founder is a manager, he may need a reference. Find out how to compose

Employment contract about remote work protects both the employee and the employer from troubles. Look

Closing an LLC with one founder

Civil Code of the Russian Federation, Articles 61-65, Federal law regulate the procedure for closing limited liability companies, including LLCs with one founder.

According to the instructions of current regulations, the founder has the right to close his company voluntarily by making a decision confirming the founder’s intention.

The procedure for closing an LLC with one founder is carried out in stages according to general rules that are established by law.

Stages of implementation of intention:

making a decision to close the company;
Creation liquidation commission with the determination of its composition;
notifying the registration authority of your intention;
publication of information about the decision to close the company;
establishing procedures and deadlines for accepting creditors' claims;
drawing up an interim balance sheet;
making payments on debts to creditors;
carrying out payment of taxes, mandatory payments in social funds;
filing a return with the tax service;
drawing up the final balance sheet for liquidation;
notification of the tax service about the destruction of the company's seal and the closure of current accounts;
carrying out registration of the completion of the LLC’s activities and obtaining a certificate of closure.

Each of the listed stages of work to terminate the Company’s activities is accompanied by certain difficulties that must be resolved, following the instructions of the current legislation.

Decision and protocol

To close a limited liability company that has one founder, it is necessary to make a decision to terminate its business activities.

The decision is made by the founder personally, for which he draws up a special document officially confirming his intention.

It provides information about the creation of the liquidation commission, its members, their passport details, identifying them. The commission includes the founder himself, an accountant, or any employee, but he has the right to liquidate him personally, without involving other employees of the company. Attached to it is the “Regulation on the termination of the company’s economic activities.”

Alert

The registration authority is notified within three days after the decision to close the company is made, for which a package of documents is presented.

It consists of:

information filled out on form P 15001, certified by a notary office;
an official document containing the decision of the sole founder.

The package of documents is submitted personally to the registration authority and sent by registered mail by mail, contains a list of enclosed papers, by email via the Internet to the address of the public services website.

Creditors, social funds, and all interested parties must be informed about the upcoming closure of the company by placing an advertisement in the journal “Vestnik” state registration", periodicals and media publishing news from the tax service. The information must contain deadlines for accepting requests from interested parties to whom the company has a responsibility.

Notification of creditors and publications are carried out two months before the final closure of the LLC in order to avoid unpleasant consequences related to subsidiary liability.

Registration with the Federal Tax Service

The approved liquidation balance sheet of the LLC, compiled after payments to creditors, is submitted to the Federal Tax Service at the place of registration, which makes an entry in the Unified State Register of Legal Entities about the termination of the company's activities.

Documents subject to mandatory provision include:

an application in form P 16001, which must be certified by a notary office;
the final balance sheet with the results of the company’s economic activities on existing assets and funds, property;
a receipt for payment of the state duty, the amount of which is 800 rubles.

Documents are submitted to the registration authority in person or sent by mail with a valuable letter, into which an inventory of the enclosed official papers is included, either via the Internet in electronic form through the government services website. The Federal Tax Service makes an entry in the statement within five days, then issues a certificate certifying the closure of the LLC. The Tax Service sends a notice notifying the founder of the deregistration of the Unified State Register of Legal Entities.

Deregistration from government agencies

Within five working days it is necessary to notify government agencies, which include the Pension Fund and the Mandatory Mandatory Fund. social insurance, Compulsory Medical Insurance Fund, on the termination of the company’s economic activities. To deregister them, you must apply to the district offices of social funds.

There are no unified forms approved by regulations, but each department puts forward requirements for the execution of the procedure, therefore, when applying in person, inspectors are required to explain the rules for drawing up applications.

Usually, if the relevant documents are available and properly executed, the funds are deregistered within a few days, which is reported to the founder in in writing. A package of documents is submitted to the funds, consisting of:

Dismissal of personnel

Employees of the company are informed about the closure of the company two months before the decision is made. Each employee is given a notice in writing against signature of the termination of the company’s economic activities, in connection with which he is subject to dismissal from work.

Another written message is sent to the employment service about the dismissal of workers from work two months in advance. It must contain information about employees whom the company dismisses, indicating their position, profession, basic specialty, qualifications and salary.

If 15 or more people are subject to dismissal from work, then notice is sent to the employment service three months in advance.

In some cases of mass layoffs, the deadline for providing information is determined separately. The information is provided on a special form, a sample of which must be checked with the employment service.
Final payments to employees are made after two months.

Self-liquidation: how to fire a founding director?

The law does not prohibit the founder from assuming the responsibilities of a director, but he cannot enter into an employment contract with himself, although he is obliged to pay himself a salary, make contributions to social funds, and pay tax as personal income tax in accordance with the provisions of the current legislation.

The procedure for terminating the economic activities of a limited liability company is nothing more than its self-liquidation, that is, the voluntary termination of existence.

Therefore, based on the current situation, we can draw the following conclusions:

since the founder is a director, a “Decision” of the sole participant of the company is prepared on the intention to close it;
the justification and procedure for self-liquidation is carried out in accordance with the provisions of the charter, following regulations, law and code;
then the liquidation procedure is carried out with the transfer of powers to the liquidation commission, however, the founder can assume the duties of the liquidator;
taking the “Decision” as a basis, an order is issued to resign the director’s powers due to the closure of the company;
V work book a record is made that he is dismissed due to the liquidation of the company, which is made by the founder himself in accordance with the instructions of the Labor Code, which explains the rules for maintaining work books.

In the event of self-liquidation of an LLC that has a founder and a director in one person, the tax service and the pension fund have the right to check the calculation of wages and taxes, and payments to social funds for the director's staffing position.

Liability for debts

Full repayment of debts owed by the company is carried out in the manner prescribed by the Civil Code of the Federation, which specifies the order and timing of payments.

Liquidation of an LLC is, on the one hand, the cessation of all activities by it, and on the other, a rather lengthy process, accompanied by the preparation of many documents.

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If the company has a single participant, who may be legal or an individual, then it is his responsibility to complete all formalities.

Concept

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

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

The profit received by the LLC will be distributed according to their size.

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

In particular, the meeting of founders is considering the issue of liquidation. But for debts arising as a result of management decisions, the founders are liable only with their shares in the capital and profits.

Legislation

Activity business entities, including LLCs, are regulated by civil law.

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

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

Video: responsibility

How many participants can there be?

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

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

Such autocracy gives rise to a number of features:

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

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

Those citizens for whom the law directly prohibits commercial activity cannot become founders, For example, civil servants, as well as legal entities with a single founder and local authorities.

Step by step instructions

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

In the first case, the decision to terminate the activity is made by the founder himself.
Secondly, a court action brought by a government agency.

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

Registration of a decision to terminate the activities of an LLC

The first step in liquidation is making a decision about it. The sole founder does not need to convene a general meeting and draw up minutes. It is enough to draw up the following document: the decision of the sole founder to liquidate the LLC.

A sample can be found in legal reference systems or.

The document must indicate:

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

A single participant can appoint as liquidator:

myself;
or one of the company's employees, For example, chief accountant or director;
or several employees.

The law allows any convenient option.

Drawing up other documents

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

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

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

Submitting documents to the tax authority and funds

For five days from the moment the decision is made, the founder or appointed liquidator notifies the Federal Tax Service of the beginning of liquidation by submitting an application and the decision attached to it.

You can submit documents:

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

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

Unlike the Federal Tax Service for notifying these authorities uniform form not provided.

Therefore, you need to personally contact territorial office PF or FSS. The inspector will help draw up a notice in accordance with current rules.

Public notice of liquidation

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

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

In addition to such public communication, creditors are sent official letters indicating the deadline for filing claims. He can't be less established by law- 2 months.

Drawing up the PLB

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

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

The PBL must contain information:

O cash ah and property owned by the LLC;
about the claims made by creditors;
about solutions to these requirements.

The founder (liquidator) draws up the following balance sheet:

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

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

Debt repayment

Debts are repaid in a certain order prescribed in

tortious obligations to citizens;
wages and severance benefits to employees;
payments to the budget and funds;
all other obligations.

If the funds available in the accounts are insufficient, the missing amount can be obtained from the sale of part or all of the property.

The liquidation commission should organize the auction, sell and count the funds received.

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

Compilation of LB

Having completed settlements with creditors, it is necessary to draw up another balance sheet - the liquidation balance sheet. It reflects all the property that remains with the LLC.

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

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

Sample application for liquidation

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

Form P16001 transferred to the Federal Tax Service along with the LB. A sample is available.

The serving options are still the same:

personal appeal;
registered letter;
electronic government services.

Exclusion from the Unified State Register of Legal Entities

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

From this moment, if creditors have any questions for the company, they can challenge the liquidation exclusively through the court.

There is no provision for transfer of rights to other organizations upon liquidation.

For the founder, the state registration service is paid.

A fee must be paid for it. Its size is small - only 800 rubles. The receipt is attached to the application along with the LP. After which the tax authority makes an entry in the Unified State Register of Legal Entities and issues a certificate to the founder. Its preparation takes five days.

Questions

Let's look at the most controversial issues.

Temporary administration during the liquidation of an LLC with a single founder

The sole participant can liquidate the LLC independently or entrust this action to a commission made up of company employees.

The composition of the commission and the passport details of the participants are included in the decision on liquidation.

After which all powers are transferred to such a temporary administration:

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

Taxes

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

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

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

retained earnings

The law allows for the distribution of the LLC property that remains after all settlements with creditors, including undistributed property.

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

Information about the remaining undistributed funds must be contained in the liquidation balance sheet.

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

At the notary

Liquidation procedure of LLC where as legal entity acting as a sole founder is a little easier than in cases where there are several founders.

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

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

The procedure for liquidating an LLC with a single participant practically does not change depending on the choice of liquidation method. With each there is a mandatory condition for preparing everyone necessary documents described in the Tax and Civil Code of the Russian Federation. Moreover, these documents must be collected and submitted within a strictly defined period of time by law.

To liquidate an LLC with one participant, according to the law, you must first take action to formalize a decision to terminate the activities of the LLC.

This resolution (following the accepted example of a decision on liquidation) should reflect the very fact of the founder’s desire to liquidate the company.

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

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

Based on the decision on liquidation, a notification is drawn up in accordance with forms No. 15001 and No. 15002. The first informs about the imminent cessation of the company’s activities, and the second that a liquidation commission has been appointed on this issue.

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

Bankruptcy of a company begins when a creditor submits an application to the arbitration court with a demand to declare the debtor company bankrupt due to the presence and non-payment of debts. Based on this application, the court decides to initiate bankruptcy proceedings.

The same start to this process can be made by the founder himself by filing an application requesting to be declared bankrupt.

Documents must be attached to the application accounting, confirming the impossibility of payments on accepted obligations.

If after filing statement of claim for three months from the date established by the court, the LLC has no opportunity to pay off creditors, and the total amount of debts exceeds established by law limit, then a shortened or full bankruptcy procedure may begin in relation to such an organization.

If the statement of claim is recognized as valid in arbitration court A meeting must be held within no more than one month at which a decision will be made to monitor the activities of the LLC.

Managing a company during liquidation

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

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

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

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

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

Enterprise reorganization

Reorganization of an enterprise occurs when the founder needs to rebuild the management structure or to be able to overcome a crisis situation.

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

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

Besides these points, there is mixed form reorganization process, combining several of these options.

Liquidation of an LLC with one founder- a faster process than the termination of the activities of companies with several participants. IN in this case no need to convene and hold a general meeting, notarize the decision, and many others internal issues resolved more easily and quickly. However, as in any other company, the task of liquidation can be complicated by the presence of accounts payable, including mandatory payments. The need to fire employees can also have an impact: you will need to wait due date, register each person personally and calculate salaries and other obligations.

Formally, the voluntary closure of an LLC with one founder is a relatively simple procedure: you just need to comply with what is prescribed by law, submit documents to the tax authority where the company is registered, and register the termination of activities, eventually receiving a certificate of this. The problem is that at the LLC level there is work to be done great job so that all these formalities can be completed easily and simply. Therefore, it is advisable to begin liquidation when preparatory actions have already been completed at the company level. With one founder (participant), this is much easier to do: there is no need to coordinate issues with other owners, and you can control and supervise everything yourself.

What to include in preparatory activities:

Asset inventory. It will still have to be carried out during the liquidation, but if problems are identified during the process, then the need to solve them will delay the liquidation measures.
Reconciliation with the tax authority and extra-budgetary funds for the presence of debts on reporting and payments. The issue with debts will need to be closed, otherwise the liquidation will “freeze” and the process of registering the termination of activities will not be completed.
Preparation of the list and structure of accounts payable and receivable. As the sole member of the LLC, you should have a clear picture of what is owed to you and what is owed to you. After everything is clear with this, you need to take measures to receive (collect) receivables and pay off your debts to creditors.
Resolving issues with counterparties (partners). It is advisable to send out notices of the upcoming liquidation and resolve the issue of termination of contracts through negotiations or correspondence.
Inform company employees about the liquidation. Official notices are sent only after a formal decision to liquidate has been made. On preparatory stage you need to understand who, when and in what order will need to be fired. Often, in anticipation of the upcoming liquidation, employees find a new job and quit due to at will- this is beneficial to the employer. But many want to receive all the payments and are in no hurry to quit. It is also important to take into account that, most likely, to resolve liquidation issues, some employees (for example, a secretary, accountant, lawyer, etc.) will be required to remain at work until the procedure is completed.

It is possible that other preparatory measures will be required. It all depends on the situation in the company, financial and economic condition, number of employees, reasons for liquidation and possible problems, which will affect the procedure.

Liquidation procedure

Liquidation of an LLC at the initiative of the owner (voluntarily) is carried out according to the rules of the Civil Code of the Russian Federation and the Law on LLCs. The rules for liquidation are the same for all cases, but if there are several participants, the decision is made by the general meeting, and if there is only one participant, it is made by him alone. This is the only fundamental point.

The liquidation scheme is as follows:

dismissal from the position of director (general director) of the LLC;
appointment of a liquidator or liquidation commission (the liquidator can be the sole participant himself or another person; the commission can include oneself, an accountant, a lawyer, other employees or third parties - in this regard, everything depends on the decision of the owner);
transferring powers to manage the LLC to the liquidator (commission);
the procedure and timing of liquidation (you can simply refer to the provisions of the charter and (or) Articles 62-64 of the Civil Code of the Russian Federation);
instructions to the liquidator (commission) to carry out liquidation in accordance with the requirements of the law;
registration of the beginning of liquidation and subsequent actions (changes) with the tax authority.

When liquidating an LLC with one founder, the liquidation commission is created at the discretion of the company owner. It is often sufficient to appoint a liquidator singular. It can be either the owner himself or a third party - for example, a professional liquidator. It is important to take into account that it is the liquidator who will subsequently sign, draw up and send all applications to the tax authority and actually manage the LLC.

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